Edgar Filing: NETEZZA CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MATRIX PARTNERS VI LP ET AL

2. Issuer Name and Ticker or Trading Symbol
NETEZZA CORP [NZ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O MATRIX PARTNERS, BAY COLONY CORP CTR, 1000 WINTER STREET, SUITE 4500

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2007

(Street)

WALTHAM, MA 02451

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/24/2007		C		2,528,750	A	⁽¹⁾	2,608,677	I	See Footnote ⁽²⁾
Common Stock	07/24/2007		C		843,625	A	⁽¹⁾	870,290	I	See Footnote ⁽³⁾
Common Stock	07/24/2007		C		282,625	A	⁽¹⁾	291,558	I	See Footnote ⁽⁴⁾
Common Stock	07/24/2007		C		1,847,931	A	⁽¹⁾	4,456,608	I	See Footnote ⁽²⁾
Common Stock	07/24/2007		C		616,494	A	⁽¹⁾	1,486,784	I	See Footnote ⁽³⁾
Common Stock	07/24/2007		C		206,534	A	⁽¹⁾	498,092	I	See Footnote ⁽⁴⁾
Common Stock	07/24/2007		C		961,012	A	⁽¹⁾	5,417,620	I	See Footnote ⁽²⁾
Common Stock	07/24/2007		C		320,607	A	⁽¹⁾	1,807,391	I	See Footnote ⁽³⁾
Common Stock	07/24/2007		C		107,407	A	⁽¹⁾	605,499	I	See Footnote ⁽⁴⁾
Common Stock	07/24/2007		C		289,725	A	⁽¹⁾	5,707,345	I	See Footnote ⁽²⁾
Common Stock	07/24/2007		C		96,656	A	⁽¹⁾	1,904,047	I	See Footnote ⁽³⁾
Common Stock	07/24/2007		C		32,381	A	⁽¹⁾	637,880	I	See Footnote ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

07/24/2007

5,057,500

⁽¹⁾

⁽⁵⁾

Common Stock

2,528,750 ⁽¹⁾

$ 0

See Footnote ⁽²⁾

Series A Convertible Preferred Stock

⁽¹⁾

07/24/2007

1,687,250

⁽¹⁾

⁽⁵⁾

Common Stock

843,625 ⁽¹⁾

$ 0

See Footnote ⁽³⁾

Series A Convertible Preferred Stock

⁽¹⁾

07/24/2007

565,250

⁽¹⁾

⁽⁵⁾

Common Stock

282,625 ⁽¹⁾

$ 0

See Footnote ⁽⁴⁾

Series B Convertible Preferred Stock

⁽¹⁾

07/24/2007

3,695,863

⁽¹⁾

⁽⁵⁾

Common Stock

1,847,931 ⁽¹⁾

$ 0

See Footnote ⁽²⁾

Series B Convertible Preferred Stock

⁽¹⁾

07/24/2007

1,232,989

⁽¹⁾

⁽⁵⁾

Common Stock

616,494 ⁽¹⁾

$ 0

See Footnote ⁽³⁾

Series B Convertible Preferred Stock

⁽¹⁾

07/24/2007

413,068

⁽¹⁾

⁽⁵⁾

Common Stock

206,534 ⁽¹⁾

$ 0

See Footnote ⁽⁴⁾

Series C Convertible Preferred Stock

⁽¹⁾

07/24/2007

1,922,025

⁽¹⁾

⁽⁵⁾

Common Stock

961,012 ⁽¹⁾

$ 0

See Footnote ⁽²⁾

Series C Convertible Preferred Stock

⁽¹⁾

07/24/2007

641,214

⁽¹⁾

⁽⁵⁾

Common Stock

320,607 ⁽¹⁾

$ 0

See Footnote ⁽³⁾

Series C Convertible Preferred Stock

⁽¹⁾

07/24/2007

214,815

⁽¹⁾

⁽⁵⁾

Common Stock

107,407 ⁽¹⁾

$ 0

See Footnote ⁽⁴⁾

Series D Convertible Preferred Stock

⁽¹⁾

07/24/2007

579,451

⁽¹⁾

⁽⁵⁾

Common Stock

289,725 ⁽¹⁾

$ 0

See Footnote ⁽²⁾

Series D Convertible Preferred Stock

⁽¹⁾

07/24/2007

193,312

⁽¹⁾

⁽⁵⁾

Common Stock

96,656 ⁽¹⁾

$ 0

See Footnote ⁽³⁾

Series D Convertible Preferred Stock

⁽¹⁾

07/24/2007

64,763

⁽¹⁾

⁽⁵⁾

Common Stock

32,381 ⁽¹⁾

$ 0

See Footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MATRIX PARTNERS VI LP ET AL C/O MATRIX PARTNERS, BAY COLONY CORP CTR 1000 WINTER STREET, SUITE 4500 WALTHAM, MA 02451		X

Signatures

By: Matrix VI Management Co., L.L.C. /s/ Paul J. Ferri By: Paul J. Ferri, Managing Member		07/26/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Series A, Series B, Series C, and Series D Convertible Preferred Stock converted into Common Stock on a 1-for-2 basis upon the closing of the Issuer?s initial public offering without payment of consideration.
(2)	These securities are owned solely by Matrix Partners VI, L.P. Matrix VI Management Co., L.L.C. is the general partner of Matrix Partners VI, L.P. Paul Ferri, as a Managing Member of Matrix VI LLC, has sole voting and dispositive power with respect to the shares held by those entities. Mr. Ferri disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(3)	These securities are owned solely by Matrix VI Parallel Partnership-A, L.P. Matrix VI Management Co., L.L.C. is the general partner of Matrix VI Parallel Partnership-A, L.P. Paul Ferri, as a Managing Member of Matrix VI LLC, has sole voting and dispositive power with respect to the shares held by those entities. Mr. Ferri disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(4)	These securities are owned solely by Matrix VI Parallel Partnership-B, L.P. Matrix VI Management Co., L.L.C. is the general partner of Matrix VI Parallel Partnership-B, L.P. Paul Ferri, as a Managing Member of Matrix VI LLC, has sole voting and dispositive power with respect to the shares held by those entities. Mr. Ferri disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(5)	Not applicable.

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